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VOL. 23, APRIL 30, 1968 477

Melliza vs. City of Iloilo

No. L-24732. April 30, 1968.

Pio SIAN MELLIZA, petitioner, vs. CITY OF ILOILO,

UNIVERSITY OF THE PHILIPPINES and THE COURT
OF APPEALS, respondents.

Contracts; Interpretation of contracts involves question of law.

—The appeal before the Supreme Court calls for the
interpretation of a contract, a public instrument dated November
15, 1932. Interpretation of such contract involves a question of
law since the contract is in the nature of law as between the
parties and their successors-in-interest.
Sale; Object of sale must be determinate- or capable of being
determinate.—The requirement of the law is that a sale must
have for its object a determinate thing and this requirement is
fulfilled as long as, at the time the contract is entered into, the
object of the sale is capable of being made determinate without
the necessity of a new or further agreement between the parties
(Art. 1273, old Civil Code; Art. 1460, new Civil Code).

APPEAL from a decision of the Court of Appeals.

The facts are stated in the opinion of the Court.

     Cornelio P. Ravena for petitioner.
     Solicitor General for respondents.

BENGZON, J.P., J.:

Juliana Melliza during her lifetime owned, among other

properties, three parcels of residential land in Iloilo City
registered in her name under Original Certificate of Title
No. 3462. Said parcels of land were known as Lots Nos. 2, 5
and 1214. The total area of Lot No. 1214 was 29,073 square
meters.
On November 27, 1931 she donated to the then
Municipality of Iloilo, 9,000 square meters
1
of Lot 1214, to
serve as site for the municipal hall. The donation was
however revoked by the parties for the reason that the area
donated was found inadequate to meet the requirements

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1 See Exhibit A—Donation,

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478 SUPREME COURT REPORTS ANNOTATED

Melliza vs. City of Iloilo

of the development
2
plan of the municipality, the so-called
“Arellano Plan”.
Subsequently, Lot No. 1214 was divided by Certeza
Surveying Co., Inc. into Lots 1214-A and 1214-B. And still
later, Lot 1214-B was further divided into Lots 1214-B-1,
Lot 1214-B-2 and Lot 1214-B-3. As approved by the Bureau
of Lands, Lot 1214-B-1 with 4,562 square meters, became
known as Lot 1214-B: Lot 1214-B-2, with 6,653 square
meters, was designated as Lot 1214-C; and Lot 1214-B-13,
with 4,135 square meter.;, became Lot 1214-D.
On November 15, 1932 Juliana Melliza executed an
instrument without any caption containing the following:

“Que en consideracion a la suma total de SEIS MIL CUATRO

CIENTOS VEINTIDOS PESOS (P6,422.00), moneda filipina que
por la presente declaro haber recibido a mi entera satisfaccion del
Gobierno Municipal de Iloilo, cedo y traspaso en venta real y
difinitiva a dicho Gobierno Municipal de Iloilo los lotes y porciones
de los mismos que a continuacion se especifican. a saber: el lote
No. 5 en toda su extension; una porcion de 7669 metros cuadrados
del lote No. 2, cuya porcion esta designada como sub-lotes Nos. 2-
B y 2-C del plano de subdivision de dichos lotes preparado por la
Certeza Surveying Co., Inc., y una porcion de 10,788 metros
cuadrados del lote No. 1214—cuya porcion esta designada como
sub-lotes Nos. 1214B-2 y 1214-B-3 del mismo plano de
subdivision.
“Asimismo nago constar que la cesion y traspaso que arriba se
mencionan es de venta difinitiva, y que para la mejor
identificacion de los lotes y porciones de los mismos que son objeto
de la presente, hago constar que dichos lotes y porciones son los
que necesita el Gobierno Municipal de Iloilo para la construccion
de avenidas, parques y City Hall site del Municipal Government
Center de Iloilo, segun el plano Arellano.”

On January 14, 1938 Juliana Melliza sold her remaining

interest in Lot 1214 to Remedios Sian Villanueva who
thereafter obtained her own registered title thereto, under
Transfer Certificate of Title No. 18178. Remedios in turn
on November 4, 1946 transferral her rights to said portion
of land to Pio Sian Melliza, who obtained Transfer
Certificate of Title No. 2492 thereover in his name.
Annotated at the back of Pio Sian Melliza’s title certificate
was the following:

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2 See Exhibit B—Cancellation

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VOL. 23, APRIL 30, 1968 479

Melliza vs. City of Iloilo

“x x x (a) that a portion of 10,788 square meters of Lot 1214 now

designated as Lots Nos. 1214-B-2 and 1214-B-3 of the subdivision
plan belongs to the Municipality of Iloilo as per instrument dated
November 15, 1932. x x x”

On August 24, 1949 the City of Iloilo, which succeeded to

the Municipality of Iloilo, donated the city hall site together
with the building thereon, to the University of the
Philippines (Iloilo branch). The site donated consisted of
Lots Nos. 1214-B, 1214-C and 1214-D, with a total area of
15,350 square meters, more or less.
Sometime in 1952, the University of the Philippines
enclosed the site donated with a wire fence. Pio Sian
Melliza thereupon made representations, thru his lawyer,
with the city authorities for payment of the value of the lot
(Lot 1214-B). No recovery was obtained, because as alleged
by plaintiff, the City did not have funds (p. 9, Appellant’s
Brief.)
The University of the Philippines, meanwhile, obtained
Transfer Certificate of Title No. 7152 covering the three
lots, Nos. 1214-B, 1214-C and 1214-D. On December 10,
1955 Pio Sian Melliza filed an action in the Court of First
Instance of Iloilo against Iloilo City and the University of
the Philippines for recovery of Lot 1214-B or of its value.
The defendants answered, contending that Lot 1214-B
was included in the public instrument executed by Juliana
Melliza in favor of Iloilo municipality in 1932. After
stipulation of facts and trial, the Court of First Instance
rendered its decision on August 15, 1957, dismissing the
complaint. Said court ruled that the instrument executed
by Juliana Melliza in favor of Iloilo municipality included
in the conveyance Lot 1214-B. In support of this conclusion,
it referred to the portion of the instrument stating:

“Asimismo hago constar quo la cesion y traspaso que arriba se

mencionan es de venta difinitiva, y que para la mejor
identificacion de los lotes y porciones de los mismos que son objeto
de la presente, hago constar que dichos lotes y porciones son los
que necesita el Gobierno Municipal de Iloilo para la construccion
de avenidas, parques y City Hali site del Municipal Government
Center de Iloilo, segun el plano Arellano.”

480

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480 SUPREME COURT REPORTS ANNOTATED

Melliza vs. City of Iloilo

and ruled that this meant that Juliana Melliza not only
sold Lots 1214-C and 1214-D but also such other portions or
lots as were necessary for the municipal hall site, such as
Lot 1214-B. And thus it held that Iloilo City had the right
to donate Lot 1214-B to the U.P.
Pio Sian Melliza appealed to the Court of Appeals. In its
decision on May 19, 1965, the Court of Appeals affirmed
the interpretation of the Court of First Instance, that the
portion of Lot 1214 sold by Juliana Melliza was not limited
to the 10,788 square meters specifically mentioned but
included whatever was needed for the construction of
avenues, parks and the city hall site. Nonetheless, it
ordered the remand of the case for reception of evidence to
determine the area actually taken by Iloilo City for the
construction of avenues, parks and for city hall site.
The present appeal therefrom was then taken to Us by
Pio Sian Melliza. Appellant maintains that the public
instrument is clear that only Lots Nos. 1214-C and 1214-D
with a total area of 10,788 square meters were the portions
of Lot 1214 included in the sale; that the purpose of the
second paragraph, relied upon for a contrary
interpretation, was only to better identify the lots sold and
none other; and that to follow the intepretation accorded
the deed of sale by the Court of Appeals and the Court of
First Instance would render the contract invalid because
the law requires as an essential element of sale, a
“determinate” object (Art. 1445, now 1448, Civil Code).
Appellees, on the other hand, contend that the present
appeal improperly raises only questions of fact. And,
further, they argue that the parties to the document in
question really intended to include Lot 1214-B therein, as
shown by the silence of the vendor after Iloilo City
exercised ownership thereover; that not to include it would
have been absurd, because said lot is contiguous to the
others admittedly included in the conveyance, lying directly
in front of the city hall, separating that building from Lots
1214-C and 1214-D, which were included therein. And,
finally, appellees argue that the sale’s object
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Melliza vs. City of Iloilo

was determinate, because it could be ascertained, at the

time of the execution of the contract, what lots were needed
by Iloilo municipality for avenues, parks and city hall site

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“according to the Arellano Plan”, since the Arellano plan

was then already in existence.
The appeal before Us calls for the interpretation of the
public instrument dated November 15, 1932. And
interpretation of such contract involves a question of law,
since the contract is in the nature of law as between the
parties and their successors-in-interest.
At the outset, it is well to mark that the issue is whether
or not the conveyance by Juliana Melliza to Iloilo
municipality included that portion of Lot 1214 known as
Lot 1214-B. If not, then the same was included, in the
instrument subsequently executed by Juliana Melliza of
her remaining interest in Lot 1214 to Remedios Sian
Villanueva, who in turn sold what she thereunder had
acquired, to Pio Sian Melliza. It should be stressed, also,
that the sale to Remedios Sian Villanueva—from which Pio
Sian Melliza derived title—did not specifically designate
Lot 1214-B, but only such portions of Lot 1214 as were not
included in the previous sale to Iloilo municipality
(Stipulation of Facts, par. 5, Record on Appeal, p. 23). And
thus, if said Lot 1214-B had been included in the prior
conveyance to Iloilo municipality, then it was excluded
from the sale to Remedios Sian Villanueva and, later, to
Pio Sian Melliza.
The point at issue here is then the true intention of the
parties as to the object of the public instrument Exhibit
“D”. Said issue revolves on the paragraph of the public
instrument aforequoted and its purpose, i.e., whether it
was intended merely to further describe the lots already
specifically mentioned, or whether it was intended to cover
other lots not yet specifically mentioned.
First of all, there is no question that the paramount
intention of the parties was to provide Iloilo municipality
with lots sufficient or adequate in area for the construction
of the Iloilo City hall site, with its avenues and parks. For
this matter, a previous donation for this purpose between
the same parties was revoked by them, because of

482

482 SUPREME COURT REPORTS ANNOTATED

Melliza, vs. City of Iloilo

inadequacy of the area of the lot donated.

Secondly, reading the public instrument in toto, with
special reference to the paragraphs describing the lots
included in the sale, shows that said instrument describes
four parcels of land by their lot numbers and area; and
then it goes on to further describe, not only those lots
already mentioned, but the lots object of the sale, by stating
that said lots are the ones needed for the construction of
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the city hall site, avenues and parks according to the.

Arellano plan. If the parties intended merely to cover the
specified lots—Lots 2, 5, 1214-C and 1214-D, there would
scarcely have been any need for the next paragraph, since
these lots are already plainly and very clearly described by
their respective lot number and area. Said next paragraph
does not really add to the clear description that was
already given to them in the previous one.
It is therefore the more reasonable interpretation, to
view it as describing those other portions of land contiguous
to the lots aforementioned that, by reference to the Arellano
plan, will be found needed for the purpose at hand, the
construction of the city hall site.
Appellant however challenges this view on the ground
that the description of said other lots in the aforequoted
second paragraph of the public instrument would thereby
be legally insufficient, because the object would allegedly
not be determinate as required by law.
Such contention fails on several counts. The
requirement of the law that a sale must have for its object
a determinate thing, is fulfilled as long as, at the time the
contract is entered into, the object of the sale is capable of
being made determinate without the necessity of a new or
further agreement between the parties (Art. 1273, old Civil
Code; Art. 1460, New Civil Code). The specific mention of
some of the lots plus the statement that the lots object of
the sale are the ones needed for city hall site, avenues and
parks, according to the Arellano plan, sufficiently provides
a basis, as of the time of the execution of the contract, for
rendering determinate said lots without the need of a new
and further agreement of the parties.
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Melliza vs. City of Iloilo

The Arellano plan was in existence as early as 1928. As

stated, the previous donation of land for city hall site on
November 27, 1931 was revoked on March 6, 1932 for being
inadequate in area under said Arellano plan. Appellant
claims that although said plan existed, its metes and
bounds were not fixed until 1935, and thus it could not be a
basis for determining the lots sold on November 15, 1932.
Appellant however fails to consider that the area needed
under that plan for city hall site was then already known;
that the specific mention of some of the lots covered by the
sale in effect fixed the corresponding location of the city
hall site under the plan; that, therefore, considering the
said lots specifically mentioned in the public instrument
Exhibit “D", and the projected city hall site, with its area,
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as then shown in the Arellano plan (Exhibit 2), it could be

determined which, and how much of the portions of land
contiguous to those specifically named, were needed for the
construction of the city hall site.
And, moreover, there is no question either that Lot
1214B is contiguous to Lots 1214-C and 1214-D, admittedly
covered by the public instrument. It is stipulated that, after
execution of the contract Exhibit “D”, the Municipality of
Iloilo possessed it together with the other lots sold. It sits
practically in the heart of the city hall site. Furthermore,
Pio Sian Melliza, from the stipulation of facts, was the
notary public of the public instrument. As such, he was
aware of its terms. Said instrument was also registered
with the Register of Deeds and such registration was
annotated at the back of the corresponding title certificate
of Juliana Melliza. From these stipulated facts, it can be
inferred that Pio Sian Melliza knew of the aforesaid terms
of the instrument or is chargeable with knowledge of them;
that knowing so, he should. have examined the Arellano
plan in relation to the public instrument Exhibit “D”; that,
furthermore, he should have taken notice of the possession
first by the Municipality of Iloilo, then by the City of Iloilo
and later by the University of the Philippines of Lot 1214-B
as part of the city hall site conveyed under that public
instrument, and raised proper objections thereto if it was
his position that the
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Melliza vs. City of Iloilo

same was not included in the same. The fact remains that,
instead, for twenty long years, Pio Sian Melliza and his
predecessors-in-interest, did not object to said possession,
nor exercise any act of possession over Lot 1214-B.
Applying, therefore, principles of civil law, as well as
laches, estoppel, and equity, said lot must necessarily be
deemed included in the conveyance in favor of Iloilo
municipality, now Iloilo City.
WHEREFORE, the decision appealed from is affirmed
insofar as it affirms that of the Court of First Instance, and
the complaint in this case is dismissed. No costs. So
ordered.

          Reyes, J.B.L., Actg. C.J., Dizon, Makalintal,

Zaldivar, Sanchez, Castro, Angeles and Fernando, JJ.,
concur. Concepcion, C.J., is on leave.

Decision affirmed.

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Notes.—The doctrine of laches is a principle of equity

formulated to bar the assertion of doubtful claims. Time
inevitably tends to obliterate the occurrences from the
memory of witnesses, and even where the recollection
appears to be entirely clear, the true clue to the solution of
a cause may be entirely lost. It is for this reason that
unreasonable delay in the enforcement of a right is
considered, under the doctrine, as not only persuasive of a
want of merit of the claim but as evincing consent or
acquiescence to the violation, and as such is destructive, of
the right itself (Buenaventura vs. David, 37 Phil. 435, cited
in Edralin vs. Edralin, L-14399, Jan. 28, 1961, 1 SCRA
222; Z.E. Lotho, Inc. vs. Ice & Cold Storage Industries of the
Philippines, Inc., L-16563, Dec. 28, 1961, 3 SCRA 744).
Laches is distinct from and may be raised as a defense
independently of prescription (Nielson & Co., Inc. vs.
Lepanto Consolidated Mining Co., L-21601, Dec. 17, 1966,
18 SCRA 1040, which enumerates the distinctions between
the two principles; also Z.E. Lotho, Inc. vs. Ice & Cold
Storage Industries of the Philippines, Inc., supra).
Consequently, laches may be successfully interposed even
if a shorter time has lapsed than that prescribed by the
statute
485

VOL. 23, APRIL 30, 1968 485

Rebar Buildings, Inc, vs. Workmen’s Compensation
Commission

of limitations (Z. E. Lotho, Inc. case, supra). An action for

quasi-delict, for instance, prescribed in 4 years (Civil Code,
Art. 1146 [2]) but laches was considered as defeating a
complaint for damages filed after the lapse of 3 years after
the accident in Tuason vs. Luzon Stevedoring C., L-13541,
Jan. 28, 1961, 1 SCRA 189.
Laches was also held to exist in Nilo vs. Romero,
L15195, Mar. 29, 1961, 1 SCRA 926; Abuda vs. Auditor
General, L-16071, April 29, 1961, 1 SCRA 1316; National
Shipyards & Steel Corporation vs. CIR, L-21675, May 23,
1967, 20 SCRA 134; Laurel-Manila vs. Galvan, L-23507,
May 24, 1967, 20 SCRA 198; Rodriguez vs. Rodriguez, L-
23002, July 31, 1967, 20 SCRA 908; PHHC vs. Mencias, L-
24114, Aug. 16, 1967, 20 SCRA 1031; Tiburcio vs. PHHC,
L-13479, Oct. 31, 1959).
In Tongco vs. Court of Appeals, L-23176–77, July 20,
1967, the petitioners were held not to have incurred in
laches because they unstintedly exerted efforts to secure
both administrative and judicial recognition of their rights.
Similarly, in Harden vs. Harden, L-22174, July 21, 1967,
20 SCRA 706, the claimant’s written extrajudicial

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demands, together with her judicial demands, were held to

negative laches on her part.
For an enumeration of the elements of laches, see Go
Chi Gun vs. Go Cho, 96 Phil. 622, cited in Nielson & Co.,
Inc. vs. Lepanto Consolidated Mining Co., supra.

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